ARTICLE 1 -   GENERAL PRINCIPLES

1.1               These general terms and conditions of sale (hereinafter referred to as the "T&C") shall apply to all sales made by the simplified joint stock company PUIG FRANCE SAS (hereinafter referred to as "PUIG FRANCE") of prêt-à-porter clothes and coordinated fashion accessories sold under the RABANNE brands (hereinafter referred to as the "Brand" and the "Product(s)") to its retailers and distributors (hereinafter referred to as the "Distributor(s)").

1.2               The T&C shall enter into force on the 1^st of January 2025 and apply to all orders of Products placed from that date. These T&C cancel and replace all other previous terms and conditions of sale.

PUIG FRANCE hereby reserves the right to amend the T&C at any time, subject to providing one (1) month’s prior notice.

1.3               The T&C constitute the sole basis for trade negotiations. The Distributor hereby acknowledges and accepts that the T&C prevail over any other conditions (notably general terms and conditions of purchase, general logistics terms or any contrary clauses and conditions that may appear on orders and documents issued by the Distributor), unless expressly waived in writing by PUIG FRANCE. In particular, any penalties that may be provided for in the conditions of purchase, separate agreements or other documents, shall not apply to PUIG FRANCE.

1.4               All orders of the Products shall entail the acceptance by the Distributor of the T&C. Where appropriate, any special terms and conditions agreed upon between PUIG FRANCE and the Distributor that are contrary to the T&C shall prevail thereover.

1.5               In the event of non-compliance with the T&C, PUIG FRANCE hereby reserves the right to suspend any ongoing orders, to refuse all new orders until the breach of the T&C has been remedied and/or to terminate its business relationship with the Distributor (with or without prior notice), without PUIG FRANCE being liable in this respect and without prejudice to any other rights thereof.

ARTICLE 2 -   Brand image and product considerations

2.1               The Distributor hereby acknowledges the unquestionable status of the Brand and its Products, which have respectively acquired an excellent reputation and prestige among the general public. PUIG FRANCE is particularly concerned with maintaining that reputation and preserving the quality of the Products and their marketing and this should also be the Distributor’s concern.

The Distributor hereby undertakes to present the Products in accordance with the image of the Brand and the Products and to comply with any recommendations that may be given thereto by PUIG FRANCE in this respect. The Distributor hereby undertakes in particular to ensure that:

-          the Products are never presented in a manner inappropriate to luxury brands;

-          the Products are always presented alongside rival brands with a similar positioning to the Brand;

-          The Products are marketed at carefully selected points of sale and which, given their situation, arrangement and the quality of the articles displayed, are compatible with the prestigious and luxury nature of the Brand and Products.

2.2               The Distributor hereby acknowledges and accepts that PUIG FRANCE may freely control the conditions for marketing the Products in order to ensure that the image and reputation of the Brand and the Products are protected.

ARTICLE 3 -   Terms and conditions of sale

3.1               Sales at physical points of sale

The physical point(s) of sale of the Distributor indicated on the purchase order must, in all circumstances, keep with the image and reputation of the Brand and the Products (in accordance with Article 2 hereinabove).

3.2               Online sales

In the event that the Distributor wishes to sell the Products on its own website, such online sales of the Products must, in all circumstances, take place in an environment that respects the image and reputation of the Brand and Products (in accordance with Article 2 hereinabove). The Distributor must notably comply with the conditions which will be communicated thereto in due course by PUIG FRANCE and which will be laid down by PUIG FRANCE in order to preserve the prestigious image and reputation from which the Brand and the Products benefit.

In the event that the Distributor wishes to sell the Products on third party platforms (so-called "marketplaces"), it hereby undertakes to seek prior written consent from PUIG FRANCE in order to allow PUIG FRANCE to assess whether the terms and conditions of sale of the website and/or marketplace concerned are in line with the prestigious image and the reputation of the Brand and the Products.

ARTICLE 4 -   Prices and price lists

4.1               The prices of the Products are set out in a general price list (hereinafter referred to as the "Price List") and are exclusive of tax.

4.2               The price to be paid to PUIG FRANCE shall be determined by the Price List in force on the date of order confirmation.

4.3               The Price List may be amended at any time by PUIG FRANCE subject to one (1) month's prior notice.

4.4               Without prejudice to any of the foregoing, if, after conclusion of a Price List (if any), or after issuance of an order confirmation, PUIG FRANCE has incurred significant cost increases with regard to the Products (e.g. due to an increase in the cost of raw materials, production costs, packaging, transportation, taxes or currency fluctuations), PUIG FRANCE shall be entitled, at its reasonable discretion, to pass on such higher costs by increasing the agreed price on a pro rata basis.

4.5               PUIG FRANCE shall send an invoice upon delivery of the Products.

ARTICLE 5 -   Order placement

5.1               Orders may be confirmed either directly by PUIG FRANCE, or through its representatives (in particular its sales agents).

5.2               PUIG FRANCE shall only be bound by orders that it has confirmed in writing. No order cancellations or modifications shall be accepted by PUIG FRANCE more than eight (8) days after the date of written confirmation of the order by PUIG FRANCE. After this period of eight (8) days, any cancellations or modifications of the order by the Distributor which has not been expressly accepted in writing by PUIG FRANCE will be subject to the payment of damages amounting to 50% of the value of the cancelled part of the order and this without prejudice to any invoice amount still due to PUIG FRANCE and notwithstanding PUIG FRANCE’s right to claim more compensation for the damage suffered.

5.3               Transmission of the Price List does not imply any commitment by PUIG FRANCE to supply all of the Products listed. PUIG FRANCE hereby reserves the right to reduce or withdraw certain Products at the time of order confirmation (including, but not only if PUIG FRANCE is facing manufacturing difficulties). In this case, PUIG FRANCE hereby undertakes to inform the Distributor of this fact as soon as possible after the order has been placed and to offer an alternative solution. The Distributor hereby undertakes to confirm the modified order in writing within two (2) working days.

The order confirmation issued by PUIG FRANCE shall include:

-          the reference or the description of each Product,

-          the number of Products listed by size and colour,

-          the Price List on the order date,

-          the dispatch times and

-                 the payment terms.

ARTICLE 6 -   Shipping, delivery & transfer of risks

6.1               For the purposes of this article, delivery (hereinafter referred to as the "Delivery") is understood to mean the handing over of the order by the carrier at the final destination indicated by the Distributor for the order.

6.2               Deliveries and the transfer of risks shall take place in accordance with the INCOTERM rules stipulated in the order confirmation by PUIG FRANCE (if no INCOTERM rule is stipulated in the order confirmation, the EXW Incoterm rule, as defined in the INCOTERMS 2020 of the International Chamber of Commerce, shall apply).

6.3               PUIG FRANCE hereby undertakes to dispatch the order within the dispatch time stipulated on the written order confirmation by PUIG FRANCE (final day inclusive). Timely dispatch can only take place if the Distributor is up to date with its payment obligations towards PUIG FRANCE.

The delivery times provided are indicative. Deliveries shall be made depending on the availability of the carriers and the procurement possibilities. If delivery times are exceeded, this shall not give rise to compensation or damages, nor shall orders in progress be withheld or cancelled, irrespective of the causes, extent and consequences of the delay.

ARTICLE 7 -   Payment terms

7.1               Unless otherwise agreed by PUIG FRANCE, payment must be made within thirty (30) days of the PUIG FRANCE invoice date.

The Distributor hereby acknowledges that the due date corresponds to the date on which the amounts owed are to be credited to PUIG FRANCE's account. As a result, payments made by bank transfer must be initiated at the latest twenty-four (24) hours prior to the due date and payments made by cheque must be received forty-eight (48) hours prior to the due date.

No discount shall be granted by PUIG FRANCE in the event of early payment of PUIG FRANCE invoices.

7.2               Any delay in payment shall, ipso jure, from the first day of delay, lead to:

-          the application of late payment penalties equivalent to the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points applied to the amount of the invoice inclusive of tax; and

-          the charging, to the Distributor, of a lump sum indemnity of forty (40) Euros exclusive of tax for recovery costs (if the recovery costs incurred are higher than the amount of this lump sum indemnity, PUIG FRANCE hereby reserves the right to request an additional indemnity, upon justification, in application of the French Commercial Code).

Moreover, any delay in payment of more than ten (10) days shall lead to the charging of a lump sum indemnity equal to 15% of the amount of the unpaid invoices on their due date (this indemnity being capped at €15,000), without prejudice to PUIG FRANCE's right to impose payment prior to delivery on the defaulting Distributor for all subsequent orders without entitling the latter to claim early payment discounts.

These late payment penalties shall be payable without requiring prior notice from PUIG FRANCE: the penalties are thus owed from the date of default.

7.3               Failure to pay a single trade bill or a single invoice on its due date shall render, ipso jure, all amounts owed to PUIG FRANCE, even those not yet due, immediately payable, with no need for prior notice, and may lead to a suspension of Deliveries until full payment of the amounts owed.

7.4               In the event of the Distributor’s known insolvency or the opening of insolvency proceedings, and subject to the mandatory provisions of Article L.622-13 of the French Commercial Code:

-          PUIG FRANCE reserves the right to require full payment for the order before shipping the products;

-          PUIG FRANCE reserves the right to request specific guarantees, failing which PUIG FRANCE reserves the right not to fulfil orders and/or to suspend and/or terminate ongoing orders.

7.5               The Distributor may not claim or set off the amounts it owes to PUIG FRANCE against any amounts it claims to be owed by PUIG FRANCE.

 

ARTICLE 8 -   Claims & return of goods

8.1               At the time of Delivery of the Products, the Distributor shall not accept handover of the parcels sent until it has ensured, in the carrier’s presence, that they show no trace of damage, breakage, pilferage, or defects in the seal and that the number and weight of the parcels perfectly matches that indicated on the shipping documents and on the packaging itself.

8.2               Where appropriate, in the event that the contents of the Delivery do not comply with the order confirmed by PUIG FRANCE, or in the event of apparent damage to the parcels and/or the Products, the Distributor must record all the necessary reservations as well as the numbers of the affected or missing parcels on the delivery note. These reservations must be precise, complete and detailed.

In parallel, the Distributor shall notify PUIG FRANCE of these elements within three (3) working days of the Delivery by email to nadia.alamowitch@rabanne.com failure to do so may result in these claims being inadmissible. The receipt of this email must be acknowledgeed by PUIG FRANCE.

The said notification must imperatively contain at least the following information:

-          for apparent damage to the parcel and/or Products: a photo of the said damage, the delivery number and the reference(s) of the Product(s);

-          for deliveries that do not conform to the order (missing, additional Products, etc.): a scanned copy of the receipt form, the delivery number and the references of the Products concerned.

PUIG FRANCE shall not be liable if the Distributor fails to comply with any of these measures.

8.3               The Distributor may not return defective Products to PUIG FRANCE for examination without prior written consent from PUIG FRANCE after having notified PUIG FRANCE accordingly. If PUIG FRANCE issues its consent, the Distributor shall receive a return slip, it being stipulated that the Distributor may only return the defective Products after having received this return slip.

8.4               PUIG FRANCE shall determine whether or not the return is justified on a case by case basis. PUIG FRANCE shall issue a credit note, excluding any damages, for validly returned Products in their original packaging.

No credit note may be issued before PUIG FRANCE has received, inspected and accepted the Products returned.

8.5               No returns may be demanded by the Distributor without due justification, unless prior written consent is received from PUIG FRANCE.

8.6               The price at which the Products are taken back shall be calculated on the basis of their purchase price, to which a fixed depreciation coefficient may be applied, depending on the nature and condition of the Products.

8.7               Product returns shall take place at the sole risk and expense of the Distributor and must be sent to the warehouse or any other address indicated in writing by PUIG FRANCE.

ARTICLE 9 -   Force majeure/unforeseeable events

9.1               Force Majeure

Neither party shall be held liable to the other party for any delay in performance or non-performance due to a Force Majeure event as defined in Article 1218 of the French Civil Code.

The party that is prevented from fulfilling its obligations as the result of a Force Majeure event must notify the other party in writing without delay, stating the reasons why it cannot fulfil its obligations. It shall also take all possible measures to fulfil its obligations as quickly and comprehensively as possible.

Notwithstanding the foregoing, Force Majeure shall not relieve the parties of their obligations to pay any sum of money within the scope of the performance hereof.

A lack of solvency shall in no way constitute an event of Force Majeure.

9.2               Unforeseeable events

In the event that circumstances, notably economic, legislative or regulatory circumstances, not known and/or not foreseeable at the time of entry into force of these T&C (or special terms and conditions where applicable) would make the performance of the business relationship excessively onerous for PUIG FRANCE and/or the Distributor, whichever Party takes the initiative may request the renegotiation of these T&C (or special terms and conditions where applicable).

This request for renegotiation shall be made according to the procedure set out hereinbelow, during which each party shall continue to fulfil its obligations:

-          a written request for renegotiation shall be sent by the party affected by the unforeseeable situation to the other party;

-          if the renegotiation fails within one month of receipt of the written request, the party affected by the unforeseeable situation may ipso jure terminate the commercial terms appended to the T&C (or special terms and conditions if applicable) by registered letter. Where appropriate, such termination shall be effective after a period of eight (8) days from the sending of the said letter, without compensation or any other formality.

In any event, by way of derogation from the provisions of paragraph 2 of Article 1195 of the French Civil Code, the renegotiation of the T&C or the termination of the commercial terms appended thereto shall take place without recourse to the courts, which the parties hereby accept.

ARTICLE 10 -         Retention of title

10.1           Unless otherwise specified, the goods sold and delivered by PUIG FRANCE shall remain its full property until full payment by the Distributor of the relevant invoices issued by PUIG FRANCE.

Should the Distributor fail to pay within the established term, PUIG FRANCE may, if it so wishes, reclaim the item sold.

Within the context of any reclaim action, the Distributor hereby acknowledges and accepts that any Products in its stock that bear the same reference as the Products not paid for shall be considered as those for which payment is in arrears, within the limits of the amounts owed by the Distributor.

10.2           Notwithstanding the present retention of title clause, the Distributor shall be liable for all risks pertaining to the storage and preservation of the Products from the time of handover of the Products to the Distributor upon Delivery of the Products. The Distributor shall thus be held solely liable for all risks of deterioration, loss, and partial or total destruction, irrespective of the cause of the damage. The Distributor must thus take out all appropriate insurance policies.

 

ARTICLE 11 -         Promotional and/or advertising material

All promotional and/or advertising material entrusted to the Distributor by PUIG FRANCE shall remain the property of PUIG FRANCE, and the Distributor may in no case dispose of it. This material may only be used with the prior written consent of PUIG FRANCE, which hereby reserves the right to reclaim it without prior notice or compensation.

The Distributor hereby undertakes to keep the promotional and/or advertising material provided by PUIG FRANCE in good condition and to use it exclusively to advertise the Products at the points of sale.

ARTICLE 12 -         Intellectual and industrial property

All intellectual and industrial property rights (hereinafter referred to as the "Intellectual Property Rights") pertaining to the Products and/or the promotional and/or advertising material, including but not limited to the Brand, models, copyrights, domain names and patents, are and shall remain the sole and exclusive property of PUIG FRANCE.

However, the Distributor is hereby authorised to use the Brand and the Intellectual Property Rights of PUIG FRANCE for the sole purpose of fulfilling its obligations according to the T&C and in particular for the marketing and sale of the Products. This right is expressly limited to the duration of these T&C.

The Distributor hereby undertakes to inform PUIG FRANCE, at the earliest opportunity, of any infringement or suspicious use of the aforementioned Intellectual Property Rights.

It shall assist PUIG FRANCE, as appropriate, in any actions it may take to protect said rights, it being stipulated that the Distributor shall not take any initiative in this regard without the express written consent of PUIG FRANCE. The decision on whether or not to prosecute the infringer shall be made exclusively and solely at the discretion of PUIG FRANCE.

ARTICLE 13 -         Undertakings

The Distributor (including its managers, employees, representatives, subsidiaries, affiliates and/or agents) hereby undertakes and guarantees to comply, under all circumstances, with all laws and regulations applicable thereto throughout the duration of its business relationship with PUIG FRANCE, notably so that its actions or behaviour do not in any way harm PUIG FRANCE, the Brand and/or the Products.

The Distributor hereby undertakes notably to comply with all of the provisions of the French Environmental Code that may be applicable thereto (notably those relating to promoting reuse and reducing food waste). For PUIG FRANCE, in accordance with the applicable regulations, its unique identifier is as follows: FR402616_11ZJHC.

Throughout the duration of its business relationship with PUIG FRANCE, the Distributor shall also comply with Puig's Code of Ethics which is published and accessible from the following link https://www.puig.com/en/ethical-code/ and shall take out and retain all insurance policies, licences and permits required for it to fulfil its obligations as specified in these T&C. The Distributor shall notify PUIG FRANCE if it becomes aware of any non-compliance in connection with this article.

ARTICLE 14 -         Personal data

Each Party hereby undertakes to collect and process the personal data required for it to conduct its business in strict compliance with the applicable European and national provisions and regulations on the protection of personal data, in particular the European Regulation 2016/697 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data of 27 April 2016 (GDPR) and Law No. 78-17 of 6 January 1978 relating to information technology, files and freedoms (hereinafter referred to as the "Applicable Regulation").

In the context of performance of the T&C, each Party may be required to collect and process personal data transmitted by the other Party, in particular data relating to its customers, prospective customers, employees, service providers and/or subcontractors (the “Persons Concerned”). In this case, each Party hereby undertakes to comply with the Applicable Regulation. PUIG FRANCE may act as the controller of the personal data of the Persons Concerned communicated by the Distributor for the sole purpose of managing commercial relations (invoicing, logistics, processing of requests, etc.). Consequently, the Distributor represents and warrants that it has obtained all appropriate consents and implemented all necessary precautions to enable the communication of personal data to PUIG FRANCE in compliance with Applicable Regulations.

The data is intended for the authorised personnel of the various internal departments of PUIG FRANCE and its subcontractors. It may also be communicated to the courts concerned, mediators, chartered accountants, statutory auditors, lawyers, bailiffs or debt collection companies where applicable. Under no circumstances will personal data be transferred to countries outside the European Union that do not have an adequate level of protection, in accordance with Applicable Regulations.

The Persons Concerned have a right of access, rectification, opposition, deletion and portability of their data. They also have the right to limit the processing of data concerning them and the right to define the fate of their data post-mortem.

To exercise their rights, the Persons Concerned may contact PUIG FRANCE at the following electronic address: contact@rabanne.com

Data Subjects may also lodge a complaint with the CNIL.

The Distributor undertakes to communicate the content of this clause to the Persons Concerned.

ARTICLE 15 -         CONFIDENTIALITY

The Distributor hereby acknowledges that all data and documents, all information and any other elements which have been, are or shall be transmitted thereto by PUIG FRANCE are confidential and it hereby undertakes in this regard not to disclose such confidential information to third parties and/or not to allow it to be used by third parties (other than its employees, once the Distributor has ensured compliance with this confidentiality agreement by its employees), and it shall continue to do so, not only throughout their business relationship, but also for a period of two (2) years following its expiry or termination, unless the information in question enters the public domain.

ARTICLE 16 -         Applicable law & competent court

These T&C are subject to French law (without giving effect to that country’s conflict of law principles), and expressly excluding application of the United Nations Convention on contracts for the International Sales of Goods.

Any dispute arising from the application of these T&C and/or from the formation, interpretation, execution and/or termination of the business relationship between PUIG FRANCE and the Distributor, as well as any resulting actions, shall fall exclusively under the jurisdiction of the courts of Paris, even in the event of the introduction of third parties, incidental claims or multiple defendants.

 

ARTICLE 17 -         Notifications

All notifications made by the Distributor to PUIG FRANCE shall be sent to the following address with acknowledgement of receipt:

By post:

PUIG FRANCE

SALES DEPARTMENT

To the attention of Nadia Alamowitch

RABANNE

65/67 Avenue des Champs-Elysées

75008 Paris (France)

 

By email: nadia.alamowitch@rabanne.com (Customer service Rabanne – PUIG France)

Notifications made to any other address shall be considered as not transmitted.